Issuer: JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Indices:
The NASDAQ-100 Index®
(Bloomberg ticker: NDX), the Russell 2000®
Index (Bloomberg ticker: RTY) and the S&P
500® Index (Bloomberg
ticker: SPX) (each an “Index” and collectively, the “Indices”)
Contingent Interest Payments:
If
the notes have not been previously redeemed early and the closing level of each Index on any Review Date is greater than or equal to its
Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest
Payment equal to $5.9167 (equivalent to a Contingent Interest Rate of 7.10% per annum, payable at a rate of 0.59167% per month).
If the closing
level of any Index on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that
Review Date.
Contingent Interest Rate: 7.10%
per annum, payable at a rate of 0.59167% per month
Interest
Barrier/Trigger Value: With respect
to each Index, 70.00% of its Initial Value, which is 13,093.64 for the NASDAQ-100 Index®,
1,457.1963 for the Russell 2000® Index
and 3,714.907 for the S&P 500® Index
Pricing Date: May
22, 2024
Original Issue Date (Settlement Date):
On or about May 28, 2024
Review Dates*: June
24, 2024, July 22, 2024, August 22, 2024, September 23, 2024, October 22, 2024, November 22, 2024, December 23, 2024, January 22, 2025,
February 24, 2025, March 24, 2025, April 22, 2025, May 22, 2025, June 23, 2025, July 22, 2025, August 22, 2025, September 22, 2025, October
22, 2025, November 24, 2025, December 22, 2025, January 22, 2026, February 23, 2026, March 23, 2026, April 22, 2026, May 22, 2026, June
22, 2026, July 22, 2026, August 24, 2026, September 22, 2026, October 22, 2026, November 23, 2026, December 22, 2026, January 22, 2027,
February 22, 2027, March 22, 2027, April 22, 2027, May 24, 2027, June 22, 2027, July 22, 2027, August 23, 2027, September 22, 2027, October
22, 2027, November 22, 2027, December 22, 2027, January 24, 2028, February 22, 2028, March 22, 2028, April 24, 2028, May 22, 2028, June
22, 2028, July 24, 2028, August 22, 2028, September 22, 2028, October 23, 2028, November 22, 2028, December 22, 2028, January 22, 2029,
February 22, 2029, March 22, 2029, April 23, 2029 and May 22, 2029 (the “final Review Date”)
Interest Payment Dates*: June
27, 2024, July 25, 2024, August 27, 2024, September 26, 2024, October 25, 2024, November 27, 2024, December 27, 2024, January 27, 2025,
February 27, 2025, March 27, 2025, April 25, 2025, May 28, 2025, June 26, 2025, July 25, 2025, August 27, 2025, September 25, 2025, October
27, 2025, November 28, 2025, December 26, 2025, January 27, 2026, February 26, 2026, March 26, 2026, April 27, 2026, May 28, 2026, June
25, 2026, July 27, 2026, August 27, 2026, September 25, 2026, October 27, 2026, November 27, 2026, December 28, 2026, January 27, 2027,
February 25, 2027, March 25, 2027, April 27, 2027, May 27, 2027, June 25, 2027, July 27, 2027, August 26, 2027, September 27, 2027, October
27, 2027, November 26, 2027, December 28, 2027, January 27, 2028, February 25, 2028, March 27, 2028, April 27, 2028, May 25, 2028, June
27, 2028, July 27, 2028, August 25, 2028, September 27, 2028, October 26, 2028, November 28, 2028, December 28, 2028, January 25, 2029,
February 27, 2029, March 27, 2029, April 26, 2029 and the Maturity Date
Maturity Date*: May
25, 2029
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Early Redemption:
We, at our election, may redeem the
notes early, in whole but not in part, on any of the Interest Payment Dates (other than the first through eleventh and final Interest
Payment Dates) at a price, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment,
if any, applicable to the immediately preceding Review Date. If we intend to redeem your notes early, we will deliver notice to The Depository
Trust Company, or DTC, at least three business days before the applicable Interest Payment Date on which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed
early and the Final Value of each Index is greater than or equal to its Trigger Value, you will receive a cash payment at maturity, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the final Review
Date.
If the notes
have not been redeemed early and the Final Value of any Index is less than its Trigger Value, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000
+ ($1,000 × Least Performing Index Return)
If the notes have not been redeemed
early and the Final Value of any Index is less than its Trigger Value, you will lose more than 30.00% of your principal amount at maturity
and could lose all of your principal amount at maturity.
Least Performing Index: The
Index with the Least Performing Index Return
Least Performing Index Return: The
lowest of the Index Returns of the Indices
Index Return:
With
respect to each Index,
(Final
Value – Initial Value)
Initial Value
Initial
Value: With respect to each Index,
the closing level of that Index on the Pricing Date, which was 18,705.20 for the NASDAQ-100 Index®,
2,081.709 for the Russell 2000® Index
and 5,307.01 for the S&P 500® Index
Final Value: With
respect to each Index, the closing level of that Index on the final Review Date
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement |